Internal Directive Implementation Procedures Regarding Limited Authori

* The authorities of those who will represent the companies individually or jointly in all matters can be obtained by the Board of Directors Resolution or the General Assembly Resolution in Joint Stock Companies.

* However, the authorities to be appointed with a limitation to be made in terms of representation or money, as the Law states, “non-authorized board members or those connected to the company by a service contract, commercial agents or other merchant assistants with limited authority, can only be appointed after the registration and announcement of a notarized copy of an internal directive specified in Article 367 of the TCC, in which the authority limit is specified.

The path to be followed;

1-) MERSIS Application

2-) The board of directors’ ability to issue an internal directive regarding the delegation of authority depends on the existence of a provision in the articles of association. If there is no article in the articles of association on this issue, the articles of association must first be amended and registered.

* The amendment of the Articles of Association can be registered and announced simultaneously with the internal directive.

3-) In joint stock companies, an internal directive with a date and number, determining the limited authority framework (2 copies of which are notarized in the annex of the decision) shall be accepted and registered and announced with the Board of Directors Resolution.

Each page of the internal directive text must contain the signatures of the board members participating in the decision.

4-) The internal directive will only include matters such as signature groups and authority framework, and the names of the persons assigned to the specified authorities will definitely not be included.

5-) The Name-Surname and Turkish Republic Identity Numbers of the persons to be assigned to the limited authorities determined by the internal directive will be determined by the Board of Directors Resolution to be taken by referring to the date and number of the internal directive.

Attention to These Matters:

1- The scope of authority listed in the internal directive should not be included in the decision where limited authorities are assigned by referring to the internal directive in the representation binding decision. Only the date number of the internal directive should be referred to and the sentences that determine the limits of the authority in the internal directive should not be rewritten in the representation binding decision.

2- The representation binding decision, where the persons who will use the limited authorities in the internal directive are appointed, should include the names of the board member/members who will represent the company WITHOUT ANY LIMITATION IN ANY MATTER and the authority to represent.

NOTE: If any changes are made to the internal directive registered and announced in the company records or if additions are to be made to the existing internal directive, a new internal directive with a separate date and number should be registered and announced.